X0306 4 2018-03-14 0 0001232582 ASHFORD HOSPITALITY TRUST INC AHT 0001623909 Hays J Robison III 14185 DALLAS PARKWAY, SUITE 1100 DALLAS TX 75254 0 1 0 0 Chief Strategy Officer Common Stock 142527 D Performance LTIP Units (2018) 0.00 2018-03-14 4 A 0 181090 0.05 A 2021-03-14 2021-03-14 Common Stock 181090 181090 D Special Limited Partnership Units 0.00 2018-03-14 4 A 0 90545 0.05 A Common Stock 326611 D Performance LTIP Units (2017) 0.00 2020-03-24 2020-03-24 Common Stock 237343 D Performance LTIP Units (2016) 0.00 2019-03-31 2019-03-31 Common Stock 157209 D Common Limited Partnership Units 0.00 Common Stock 349020 D Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria. The Reporting Person received the LTIP Units and Performance LTIP Units awards reported herein under the Issuer's 2011 Stock Incentive Plan. Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 200% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 200% of the target number of Performance LTIP Units, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units, will generally vest on March 31, 2019 (with respect to the 2016 Performance LTIP Unit award), March 24, 2020 (with respect to the 2017 Performance LTIP Unit award), and March 14, 2021(with respect to the 2018 Performance LTIP Unit award). See Footnote 4 discussing the convertibility of Vested LTIP Units. Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 9 discussing the convertibility of the Common Units. Per newly acquired LTIP Unit purchase price. The LTIP Units acquired by the Reporting Person, as reported herein, vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 4 discussing the convertibility of Vested LTIP Units. Neither the Common Units nor the LTIP Units have an expiration date. Reflects adjustment from number of units previously reported to give effect to the adoption of Amendment No. 5 to the Seventh Amended and Restated Agreement of Limited Partnership of the Subsidiary (the "Subsidiary Agreement Amendment"), which was adopted for the purpose of creating additional common partnership units of the Subsidiary and the recapitalization of the common partnership units so that the Conversion Factor (as defined in the Subsidiary Agreement Amendment) became 1.0 Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person following the LTIP Units award reported herein, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. Common Limited Partnership Units of the Subsidiary ("Common Units"). Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis. Reflects the aggregate number of Common Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 10 discussing the convertibility of the Common Units. /s/ J. Robison Hays III 2018-03-16